Exhibit 10.7
CONSULTING AGREEMENT made as of the 23/rd/ day of July 2002.
BETWEEN:
Universal Tanning Ventures, Inc. (herein called "the Corporation")
And
MarketMedia Inc. of Lake Mary, Florida (herein called the "Consulting Company")
WHEREAS:
1. The corporation is a public company whose securities are traded on the OTC
Bulletin Board, or is in the process of listing.
2. The Consultant Company is a firm providing investor and public relations
consulting services to public companies.
3. The Corporation and the Consultant Company have agreed to enter into a
consulting agreement for their mutual benefit.
4. This consulting agreement witnesses that the parties have agreed that the
terms and conditions of the relationship shall be as follows:
1. Description of Services
(1) The Consultant Company represents and warrants to the Corporation that
the Consultant Company has the required skills and experience to perform the
duties kind exercise the responsibilities required of the Consultant Company as
an investor relations consultant. In carrying out these duties and
responsibilities the Consultant Company shall comply with all lawful and
reasonable instructions as may from time to time be given by superiors
representing the Corporation.
(2) The Consultant Company specifically agrees to act in an advisory and
consultative capacity only in respect of the following areas of responsibility:
(a) advising the Corporation with respect to a listing of its
securities in the United States and coordinating same with the Corporation's
legal counsel;
(b) providing assistance in organizing and making presentations to
and holding discussions with investors, financial and industry analysts,
registered brokers and financial writers with a view to informing such groups
about developments in the Corporation's business and affairs;
(c) developing a comprehensive list of persons or groups potentially
interested in receiving information relating to the Corporation;
(d) assisting in providing guidance in the preparation, writing and
dissemination of press releases, reports, annual reports or other statutory
filings required to be sent from time to time to shareholders and/or regulatory
authorities or bodies;
(e) ensuring complete and regular review of the Corporation Investor
Relations Program for the purpose of maintaining its timely relevance to the
Corporation's requirements;
(f) identifying potential investors for the Corporation;
(g) arranging road shows with retail brokers, analysts, institutional
and retail investors;
(h) assisting in the preparation, review, analysis and distribution
of all and any documentation pertaining to the Corporation's business and
financial performance;
(i) providing the management of the Corporation with market
intelligence and regular briefings;
(j) assisting in the planning, preparation and coordination of
quarterly conference calls;
(k) providing the management of the Corporation with a monthly
summary of activities, in writing or verbally;
(l) posting the Corporation corporate information on a website
specifically developed for the Corporation.
(3) It is understood and agreed that all forecasts and financial
projections are to he prepared solely by the management of the Corporation and
that the Consultant Company shall obtain the Corporation's written approval for
content before distributing or otherwise disseminating any information or
material of whatever nature or kind relating to the Corporation to any person or
group whatsoever. Approval shall not he required for distribution of any
material that is generally available to the public.
(4) The Consultant Company agrees to comply with and be bound by the terms
and conditions of this Agreement.
(5) In consideration of the Consultant Company's agreement hereto and the
Consultant Company's performance in accordance herewith, the Corporation retains
the Consultant Company as Investors Relations Consultant for a term of 3 months
commencing July 23rd, 2002 ("the Term of the Agreement"), subject to earlier
termination as herein provided.
(6) The Consultant Company acknowledges and agrees that the effective
performance of the Consultant Company's duties requires the highest level of
integrity and the Corporation's
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complete confidence in the Consultants Company's employees. The Consultant
Company acknowledges that the officers responsible for implementing `the
Corporation's investor relations program and with whom the Consultant Company's
employees will deal with in regards to such program are to be designated by the
corporation.
(7) It is understood and agreed to by the Consultant Company that the
Corporation reserves the right to modify the Consultant Company's assignments,
duties and reporting relationships within the parameters of its responsibilities
as an Investor Relations Consultant.
2. Service
During the Term of the Agreement the Consultant Company shall well and
faithfully serve the Corporation. The Corporation acknowledges that the
Consultant Company is engaged in the business of investor relations and
ancillary functions on behalf of other companies, whether public or private.
3. Confidential Information
(1) The Consultant Company acknowledges that as Investor Relations
Consultant, and in such other position as it may from time to time be appointed
to, or may be deemed by law, the Consultant Company will acquire information
about certain matters and things which are confidential to the Corporation, (the
"Information") and which information is the exclusive property of the
Corporation, including but not limited to:
(a) lists of present and prospective customers, and related
information
(b) pricing and sales policies, techniques and concepts;
(c) list of suppliers and customers;
(d) trade secrets; and
(e) financial information not provided to the public.
(2) The Consultant Company acknowledges such information as referred to in
clause 3 (1) above could be used to the detriment of the Corporation.
Accordingly, the Consultant Company undertakes to treat confidentially all such
information and agrees not to disclose same to any third party either during or
after the Term of the Agreement, except as may be necessary in the proper
discharge of its services, however caused, except with the written permission of
an officer of the Corporation.
(3) The Consultant Company acknowledges that, without prejudice to any and
all rights of the Corporation, an injunction is the only effective remedy to
protect the Corporation's rights and property as set out in clauses 3 (1) and 3
(2) hereof.
4. Non-competition
The Consultant Company agrees that, during the Term of the Agreement and
for a period of twenty four (24) months following termination of the Agreement,
however caused, ho will not
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hire or take away or cause to be hired or taken away any employee of the
Corporation or, following termination of the Agreement, any employee who was in
the employ of the Corporation during the six (6) months preceding termination.
5. Remuneration and Benefits
In consideration of the Consultant Company's undertaking and the
performance of the obligations contained herein, the Corporation shall pay the
sum of $100,000 US, in advance for the term. In addition the Corporation shall
reimburse the Consultant Company for all pre-authorized expenses.
6. Termination
(1) The parties understand and agree that this Agreement may be terminated
in the following manner in the specified circumstances:
(a) By the Consultant Company for any reason, on the giving of not
less than sixty (60) days notice to the Corporation;
(b) By the Corporation in its absolute discretion and for any reason
on giving the Consultant Company ninety (90) days notice in writing or on paying
to the Consultant Company all remuneration and benefits which would otherwise
have been payable to the Consultant Company under the terms of this Agreement
for and during the balance of the Term of the Agreement;
(c) By the Corporation, at its option, without notice, for cause
including:
(i) any material breach of the provisions of this Agreement;
(ii) conviction of the Consultant Company of a criminal offense
(iii) any mental or physical disability or illness which results
in the Consultant Company being unable to substantially perform
his duties in accordance with it for a period of thirty (30) days
in any one hundred and twenty (120) day period. Failure by the
Corporation to rely on this provision in any given instance or
instances, shall not constitute a precedent or be deemed a
waiver; or
(d) By the Consultant Company for cause, including any material
breach of this Agreement by the Corporation.
7. The Corporation's Property
The Consultant Company acknowledges that all items if any and every nature
or kind created or used by the Consultant Company pursuant to the Consultant
Company's services under this Agreement, or furnished by the Corporation to the
Consultant Company, and
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including, without limitation all equipment, automobiles, credit cards, books,
records, reports, files, manuals, literature, the list referred to in section 1
(2) (3) herein, confidential information or other materials shall remain and be
considered the exclusive property of the Corporation at all times and shall be
surrendered to the Corporation, in good condition, promptly on the termination
of the Consultant Company's services irrespective of the time, manner of cause
of the termination,
8. Assignment of Rights
The rights, which accrue to the Corporation under this Agreement, shall
pass to its successors or assigns. The rights of the Consultant Company under
this Agreement arc not assignable or transferable in any manner unless assigned
to a company controlled by the same individuals as the Consultant Company.
9. Notices
(1) Any notice required or permitted to he given to the Consultant Company
shall be sufficiently given if delivered to the Consultant Company or if mailed
by registered mail to the Consultant Company or if mailed by registered mail to
the Consultant Company's address last known to the Corporation.
(2) Any notice required or permitted to be given to the Corporation shall
be sufficiently given if mailed by registered mail to the Corporation's Head
Office at its address last known to the Consultant Company.
10. Severability
In the event that a court of competent jurisdiction shall deem any
provision or part of this Agreement void or invalid, the remaining provisions or
parts shall be and remain in full force and effect.
11. Entire Agreement
This Agreement constitutes the entire Agreement between the parties hereto
with respect to the employment of the Consultant Company and any and all
previous agreements, written or oral, express or implied between the parties
hereto hereby releases and forever discharges the other of and from all manner
of actions, causes of action, claims and demands whatsoever, under or in respect
of any such agreement.
12. Modification of Agreement
Any modification of this Agreement must be in writing and signed by the
parties or it shall have no effect and shall be void.
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13. Headings
The headings used in this Agreement are for convenience only and are not to
be construed in any way as additions to or limitations of the covenants and
agreements contained in it.
14. Governing Law
This Agreement shall be construed in accordance with the laws of the Middle
District of the State of Florida.
15. Counterpart
This Agreement can be signed in counterpart.
IN WITNESS WHEREOF this Agreement has been executed by the parties to it, the
day, month and year first written above.
Universal Tanning Ventures, Inc.
Per: /s/ Glen Woods
--------------------------------
Authorized Signatory
MarketMedia, Inc.
Per: /s/ Patrick Kephart
--------------------------------
Authorized Signatory
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